Dissolution

Defined remedies

Regulatory Action: REMEDY

50 states have DISSOL regulations

AL AK AZ AR CA CO CT DE FL GA

HI ID IL IN IA KS KY LA ME MD

MA MI MN MS MO MT NE NV NH NJ

NM NY NC ND OH OK OR PA RI SC

SD TN TX UT VT VA WA WV WI WY

AL Code § 10A-3-7.07 ;; INDEX.HTML

REGULATORY BODY: Not Specific

STATUTE TEXT: Section 10A-3-7.07Involuntary dissolution - Grounds. A nonprofit corporation may be dissolved involuntarily by an order of the circuit court of the county in which the registered office of the nonprofit corporation is situated in an action filed by the Attorney General when it is established that: (1) The nonprofit corporation procured its certificate of formation through fraud; (2) The nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law; (3) The nonprofit corporation has failed for 90 days to appoint and maintain a registered agent in Alabama; or (4) The nonprofit corporation has failed for 90 days after change of its registered agent to file in the office of the judge of probate a statement of the change. (Acts 1984, No. 84-290, p. 502, ss54; ss10-3A-146; amended and renumbered by Act 2009-513, p. 967, ss192.)

NOTES: Ala. Code § 10A-3-7.07

AK Code § 10.20.440

REGULATORY BODY: Not Specific

STATUTE TEXT: If the court enters a decree dissolving a corporation, the clerk of the court shall file a certified copy of the decree with the commissioner. A fee may not be charged for this filing.

NOTES: Court - AS § 10.20.440; Filing with Comissioner - AS § 10.20.440

AK Code § 10.20.440

REGULATORY BODY: Not Specific

NOTES: Court - AS § 10.20.440; Filing with Comissioner - AS § 10.20.440

AZ Code § 10-11431

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: A.R.S. § 10-11431

AR Code § 4-28-222

REGULATORY BODY: Not Specific

STATUTE TEXT: A corporation incorporated under the provisions of the Arkansas Nonprofit Corporation Act, ssss 4-28-201 – 4-28-206 and 4-28-209 – 4-28-224, may be dissolved involuntarily by a decree of the Pulaski County Circuit Court in an action filed by the Attorney General or by a decree of the circuit court of the county in which that corporation is domiciled in an action filed by the prosecuting attorney when it is established that: (1) The corporation procured its articles of incorporation through fraud; (2) The corporation has continued to exceed or abuse the authority conferred upon it by law; (3) The corporation has failed for ninety (90) days to appoint and maintain a registered agent in this state; (4) The corporation has failed to keep proper accounting records as provided in the Arkansas Nonprofit Corporation Act, ssss 4-28-201 – 4-28-206 and 4-28-209 – 4-28-224; (5) The corporation constitutes a public nuisance; or (6) The corporation has violated the laws of this state or the rules of any state regulatory board or commission having jurisdiction of any activity of the corporation.

NOTES: Ark. Code Ann. § 4-28-222

CA Code § 6511

REGULATORY BODY: Not Specific

STATUTE TEXT: (a)The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the Attorney Generalis own information or upon complaint of a private party, to procure a judgment dissolving the corporation and annulling, vacating or forfeiting its corporate existence upon any of the following grounds: (1)The corporation has seriously offended against any provision of the statutes regulating corporations or charitable organizations. Terms Used In California Corporations Code 6511Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.County: includes “city and county. See California Education Code 17491State: means the State of California, unless applied to the different parts of the United States. See California Education Code 77 (2)The corporation has fraudulently abused or usurped corporate privileges or powers. (3)The corporation has violated any provision of law by any act or default which under the law is a ground for forfeiture of corporate existence. (4)The corporation has failed to pay to the Franchise Tax Board for a period of five years any tax imposed upon it by the Bank and Corporation Tax Law. (b)If the ground of the action is a matter or act which the corporation has done or omitted to do that can be corrected by amendment of its articles or by other corporate action, such suit shall not be maintained unless (1) the Attorney General, at least 30 days prior to the institution of suit, has given the corporation written notice of the matter or act done or omitted to be done and (2) the corporation has failed to institute proceedings to correct it within the 30-day period or thereafter fails to duly and properly make such amendment or take the corrective corporate action. (c)In any such action the court may order dissolution or such other or partial relief as it deems just and expedient. The court also may appoint a receiver for winding up the affairs of the corporation or may order that the corporation be wound up by its board subject to the supervision of the court. (d)Service of process on the corporation may be made pursuant to Chapter 17 (commencing with Section 1700) of Division 1 or by written notice to the president or secretary of the corporation at the address indicated in the corporationis last tax return filed pursuant to the Bank and Corporation Tax Law. The Attorney General shall also publish one time in a newspaper of general circulation in the proper county a notice to the members of the corporation. (Added by Stats. 1978, Ch. 567.)

NOTES: Cal.Corp.Code § 6511

CO Code § 7-134-301

REGULATORY BODY: Not Specific

STATUTE TEXT: (1)A nonprofit corporation may be dissolved in a proceeding by the attorney general if it is established that: (a)The nonprofit corporation obtained its articles of incorporation through fraud; or (b)The nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law. (2)A nonprofit corporation may be dissolved in a proceeding by a director or member if it is established that: (a)The directors are deadlocked in the management of the corporate affairs, the members, if any, are unable to break the deadlock, and irreparable injury to the nonprofit corporation is threatened or being suffered; (b)The directors or those otherwise in control of the nonprofit corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (c)The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (d)The corporate assets are being misapplied or wasted. (3)A nonprofit corporation may be dissolved in a proceeding by a creditor if it is established that: (a)The creditor’s claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the nonprofit corporation is insolvent; or (b)The nonprofit corporation is insolvent and the nonprofit corporation has admitted in writing that the creditor’s claim is due and owing. (4)(a)If a nonprofit corporation has been dissolved by voluntary action taken under part 1 of this article: (I)The nonprofit corporation may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with section 7-134-105 ; and (II)The attorney general, a director, a member, or a creditor may bring a proceeding to wind up and liquidate the affairs of the nonprofit corporation under judicial supervision in accordance with section 7-134-105 , upon establishing the grounds set forth in subsections (1) to (3) of this section. (b)As used in sections 7-134-302 to 7-134-304 , a i proceeding to dissolve a nonprofit corporation i includes a proceeding brought under this subsection (4), and a idecree of dissolutioni includes an order of court entered in a proceeding under this subsection (4) that directs that the affairs of a nonprofit corporation shall be wound up and liquidated under judicial supervision.

NOTES: C.R.S.A. § 7-134-301

CT Code § 33-1187

REGULATORY BODY: Not Specific

STATUTE TEXT: (a) The superior court for the judicial district where the corporation’s principal office or, if none in this state, its registered office, is located may dissolve a corporation:(1) In a proceeding by a member or a director if it is established that: (A) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; or (B) the corporate assets are being misapplied or wasted;(2) In a proceeding by a creditor if it is established that: (A) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (B) the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent;(3) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or(4) In a proceeding by the Attorney General in proceedings in the nature of quo warranto.(b) The superior court for the judicial district where the corporation’s principal office or, if none in this state, its registered office, is located shall dissolve a corporation: (1) In a proceeding by a member or members having voting power sufficient under the circumstances to dissolve the corporation pursuant to the certificate of incorporation; (2) in a proceeding by a member or a director when it is established that (A) under the provisions of sections 33-1000 to 33-1290, inclusive, or of the certificate of incorporation or bylaws, the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to break the deadlock, or (B) if there are members entitled to vote for the election of directors, such members are deadlocked in voting power for the election of directors and for that reason have been unable at the next preceding annual meeting to agree upon or vote for directors as successors to directors whose term would normally have expired upon the election of their successors.(P.A. 96-256, S. 128, 209.)History: P.A. 96-256 effective January 1, 1997.

NOTES: C.G.S. §33-1187 (Nonstock Corp); CGS § 33-264f (Religious Corps/Societies)

CT Code § 33-264f

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: C.G.S. §33-1187 (Nonstock Corp); CGS § 33-264f (Religious Corps/Societies)

DE Code § 276

REGULATORY BODY: Not Specific

STATUTE TEXT: (a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by ss 275 of this title to be performed by the board of directors of a corporation having capital stock. If any members of a nonstock corporation are entitled to vote for the election of members of its governing body or are entitled to vote for dissolution under the certificate of incorporation or the bylaws of such corporation, such members shall perform all the acts necessary for dissolution which are contemplated by ss 275 of this title to be performed by the stockholders of a corporation having capital stock, including dissolution without action of the members of the governing body if all the members of the corporation entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the Secretary of State pursuant to ss 275(d) of this title. If there is no member entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the governing body, upon the adoption of a resolution to dissolve by the vote of a majority of members of its governing body then in office. In all other respects, the method and proceedings for the dissolution of a nonstock corporation shall conform as nearly as may be to the proceedings prescribed by ss 275 of this title for the dissolution of corporations having capital stock. (b) If a nonstock corporation has not commenced the business for which the corporation was organized, a majority of the governing body or, if none, a majority of the incorporators may surrender all of the corporation rights and franchises by filing in the office of the Secretary of State a certificate, executed and acknowledged by a majority of the incorporators or governing body, conforming as nearly as may be to the certificate prescribed by ss 274 of this title. 8 Del. C. 1953, ss 276; 56 Del. Laws, c. 50; 66 Del. Laws, c. 136, ss 35; 77 Del. Laws, c. 253, ss 60.

NOTES: § 276. Dissolution of nonstock corporation; Sec. of State 8 Del.C. § 276

DE Code § 276

REGULATORY BODY: Not Specific

NOTES: § 276. Dissolution of nonstock corporation; Sec. of State 8 Del.C. § 276

FL Code § 617.1430 ;; 617.143

REGULATORY BODY: Not Specific

STATUTE TEXT: 617.1430 Grounds for judicial dissolution.oA circuit court may dissolve a corporation:(1)(a) In a proceeding by the Department of Legal Affairs if it is established that: 1. The corporation obtained its articles of incorporation through fraud; or 2. The corporation has continued to exceed or abuse the authority conferred upon it by law. (b) The enumeration in paragraph (a) of grounds for judicial dissolution does not exclude actions or special proceedings by the Department of Legal Affairs or any state official for the annulment or dissolution of a corporation for other causes as provided by law. (2) In a proceeding brought by at least 50 members or members holding at least 10 percent of the voting power, whichever is less, or by a member or group or percentage of members as otherwise provided in the articles of incorporation or bylaws, or by a director or any person authorized in the articles of incorporation, if it is established that: (a) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; (b) The members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors; or (c) The corporate assets are being misapplied or wasted. (3) In a proceeding by a creditor if it is established that: (a) The creditoris claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (b) The corporation has admitted in writing that the creditoris claim is due and owing and the corporation is insolvent. (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. History.os. 86, ch. 90-179; s. 44, ch. 2009-205.

NOTES: F.S.A. § 617.1430

GA Code § 14-3-170

REGULATORY BODY: Not Specific

STATUTE TEXT: (a) The Attorney General may petition the superior court: (1) To enjoin the proposed unlawful conveyance, transfer, or assignment of assets of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 in situations in which the transferee knew of its unlawfulness; (2) To set aside the unlawful conveyance, transfer, or assignment of assets of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 in situations in which the transferee knew of its unlawfulness; (3) To dissolve a corporation that: (A) Obtained its articles of incorporation through fraud; or (B) Has continued to exceed or abuse the authority conferred upon it by law; or (4) To compel accounting and restitution or other appropriate relief for violation of Code Sections 14-3-830, 14-3-842, 14-3-860 through 14-3-864, or 14-3-1301. (b) In connection with any such proceeding or proposed proceeding, the Attorney General shall have the same power to investigate and issue subpoenas as he or she has with respect to investigations authorized under Code Section 45-15-17.

NOTES: Ga. Code Ann., § 14-3-170

HI Code § 414D-252

REGULATORY BODY: Not Specific

STATUTE TEXT: ss414D-252 Grounds for judicial dissolution. (a) The court may dissolve a corporation in a proceeding by the attorney general if it is established that: (1) The corporation obtained its articles of incorporation through fraud; (2) The corporation has continued to exceed or abuse the authority conferred upon it by law; (3) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (4) The corporation is a public benefit corporation and is no longer able to carry out its activities. (b) In a proceeding by fifty members or members holding five per cent of the voting power, whichever is less, or by a director or any person specified in the articles, the court may dissolve a corporation if it is established that: (1) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (2) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (3) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; or (4) The corporate assets are being misapplied or wasted. (c) The court may dissolve a corporation in a proceeding by a creditor if it is established that: (1) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (2) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent. (d) The court may dissolve a corporation in a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (e) Prior to dissolving a corporation, the court shall consider whether there are reasonable alternatives to dissolution, whether dissolution is in the public interest, provided the corporation serves a public purpose, and whether dissolution is the best way of protecting the interests of members. [L 2001, c 105, pt of ss1; am L 2004, c 171, ss11]

NOTES: HRS § 414D-252

ID Code § 30-30-203

REGULATORY BODY: Not Specific

STATUTE TEXT: 30-30-203. INCORPORATION. (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (2) The secretary of stateis filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. History: [30-30-203, added 2015, ch. 243, sec. 75, p. 972.]

NOTES: Some state actor has the right to dissolve: I.C. § 30-30-203: “The secretary of state’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.”

IL Code § 105/112.50

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: 805 ILCS 105/112.50

REMEDYT-DISSOL-NS

REGULATORY BODY: Not Specific

NOTES: IC 23-17-24-1

IA Code § 504.1431

REGULATORY BODY: Not Specific

STATUTE TEXT: 504.1431 Grounds for judicial dissolution. 1. The district court may dissolve a corporation in any of the following ways: a. In a proceeding brought by the attorney general, if any of the following is established: (1) The corporation obtained its articles of incorporation through fraud. (2) The corporation has continued to exceed or abuse the authority conferred upon it by law. b. Except as provided in the articles or bylaws of a religious corporation, in a proceeding brought by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if any of the following is established: (1) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock. (2) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent. (3) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired. (4) The corporate assets are being misapplied or wasted. c. In a proceeding brought by a creditor, if either of the following is established: (1) The creditoris claim has been reduced to judgment, the execution on the judgment is returned unsatisfied, and the corporation is insolvent. (2) The corporation has admitted in writing that the creditoris claim is due and owing and the corporation is insolvent. d. In a proceeding brought by the corporation to have its voluntary dissolution continued under court supervision. 2. Prior to dissolving a corporation, the court shall consider whether: a. There are reasonable alternatives to dissolution. b. Dissolution is in the public interest, if the corporation is a public benefit corporation. c. Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. 2004 Acts, ch 1049, ss148, 192 Referred to in ss504.1432, 504.1434

NOTES: I.C.A. § 504.1431

KS Code § 17-6812

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: K.S.A. 17-6812

KY Code § 273.320 ;; 273.32

REGULATORY BODY: Not Specific

STATUTE TEXT: A corporation may be dissolved involuntarily by a decree of the Circuit Court in an action filed by the Attorney General when it is established that:(1) The corporation is guilty of abuse or misuse of its corporate powers, privileges or franchises, or the corporation has become detrimental to the interest and welfare of the Commonwealth of Kentucky or its citizens; orTerms Used In Kentucky Statutes 273.320Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010Attorney: means attorney-at-law. See Kentucky Statutes 446.010Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010Fraud: Intentional deception resulting in injury to another.State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010(2) The corporation procured its articles of incorporation through fraud; or(3) The corporation has failed to file its annual report as required by KRS 14A.6-010;or(4) The corporation has failed to appoint and maintain a registered agent in this state; or(5) The corporation has failed after change of its registered agent to file in the office of the Secretary of State a statement of such change.Effective: January 1, 2011History: Amended 2010 Ky. Acts ch. 151, sec. 125, effective January 1, 2011. - Amended 1988 Ky. Acts ch. 23, sec. 246, effective January 1, 1989. - Created 1968Ky. Acts ch. 165, sec. 50.

NOTES: KRS § 273.320

LA Code § 12:262.1

REGULATORY BODY: Not Specific

STATUTE TEXT: ss262.1. Failure to file annual reports; revocation and reinstatement of articles; limitation on authority to do business with the state A. Where a corporation has failed to designate and maintain a registered office and to designate and maintain a registered agent pursuant to the provisions of R.S. 12:236, for a period of one hundred eighty consecutive days, or where a corporation has failed to file an annual report for three consecutive years, according to the records of the secretary of state, the secretary of state shall revoke the articles of incorporation and franchise of such corporation. B. Nothing contained in this Section shall be construed to prevent the state, through the office of the attorney general, from asserting a cause of action to revoke the articles of incorporation and franchise of a corporation on any of the following grounds: (1) The corporate franchise was procured through fraud practiced upon the state. (2) The corporation has continued to abuse authority conferred upon it. (3) The corporation should not have been formed under this Chapter, or has been formed thereunder without a substantial compliance with the conditions precedent to incorporation prescribed by this Chapter. C. In any case where the secretary of state revokes the articles of incorporation and the corporate franchise, as authorized in Subsection A of this Section, the secretary of state shall, without charge, record notice of such revocation in the conveyance records and the corporation’s registry of the office of the clerk of court in the parish where the corporation maintains its registered office and, in the parish of Orleans, such notice shall be recorded in the office of the recorder of mortgages and register of conveyances for said parish. The corporation1 shall not be revoked if the corporation places itself in good standing. D. At least thirty days prior to revoking the articles of incorporation and the corporate franchise, as authorized by Subsection A of this Section, the secretary of state shall give notice to the affected corporation of his intention to revoke the articles of incorporation and the corporate franchise by directing notice of such intention to the last designated registered agent of such corporation, as shown on the records of his office. Such notice shall be in writing and sent to the registered agent by United States mail at the agent’s last known address. If there is no registered agent of record, the notice shall be directed to the corporation at its registered office. E.(1) The certificate of incorporation and articles of incorporation shall be reinstated upon the filing, with the secretary of state and within three years from the effective date of the revocation, of an application of reinstatement, signed and acknowledged by an officer of the corporation, accompanied by a reinstatement fee and a current annual report. However, if a suit for liquidation or receivership has been filed at the time the reinstatement is applied for, then the unanimous written consent to the reinstatement by the shareholders, certified by the corporation’s secretary to contain the signatures of all of the shareholders, must also be filed with the application for reinstatement. (2) The secretary of state shall furnish the certificate of reinstatement in duplicate, one copy of which shall be filed by the corporation with the clerk of court or, in Orleans Parish, with the recorder of mortgages and register of conveyances. Upon filing the current annual report and payment of the reinstatement fee and upon filing the unanimous written consent of the shareholders to the reinstatement, certified by the corporation’s secretary if a suit for liquidation or receivership has been filed, the certificate of reinstatement of such charter and articles of incorporation shall be retroactive and the charter and articles of incorporation shall continue in existence as though the revocation had never occurred. (3) After revocation of the charter or articles of incorporation, the corporate name shall not be available to any other corporation for a three-year period. After three years have expired, if the corporate name is still available, the corporation can be reinstated by following the same procedures and by satisfying the same provisions and requirements as set forth herein. If the name is not available, an amendment changing the original name must be filed in the same manner as provided for in R.S. 12:238. F.(1) As used in this Subsection, the phrase “not in good standing” means any corporation which is more than twelve months delinquent in filing an annual report. (2) Each corporation, domestic and foreign, which is not in good standing is prohibited from engaging in commercial business operations with the state or its boards, agencies, departments, or commissions. Any contract between a corporation, which is not in good standing, and the state or its boards, agencies, departments, or commissions is subject to be declared null and void, by said board, agency, department, or commission or by the division of administration. G. Any revocation of a corporation’s articles of incorporation and franchise under the provisions of this Section shall not affect any cause of action against such corporation or the right to proceed against any property owned by the corporation, nor shall such revocation prohibit a corporation from selling property belonging to the corporation in the same manner as if the revocation had not occurred. H. A church which is a member of and in good standing with a statewide church association shall not be subject to the revocation otherwise applicable to corporations pursuant to this Section. Acts 1995, No. 309, ss1; Acts 1997, No. 298, ss1. 1 As appears in enrolled bill.

NOTES: LSA-R.S. 12:262.1

ME Code § 1105

REGULATORY BODY: Not Specific

STATUTE TEXT: ss1105. Dissolution pursuant to court order Courts of equity have full power to decree the dissolution of, and to liquidate the assets and affairs of, a corporation: [PL 2001, c. 550, Pt. C, ss24 (AMD); PL 2001, c. 550, Pt. C, ss29 (AFF).]1. Action by member or director. In an action by a member or director when it is made to appear: A. That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason of the deadlock, and either that the members are unable to break the deadlock or there are no members having voting rights; [PL 2001, c. 550, Pt. C, ss24 (AMD); PL 2001, c. 550, Pt. C, ss29 (AFF).]B. That the acts of the directors or those in control of the corporation are illegal or fraudulent; [PL 1977, c. 525, ss13 (NEW).]C. That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least 2 years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; [PL 1977, c. 525, ss13 (NEW).]D. That the corporate assets are being misapplied or wasted; or [PL 1977, c. 525, ss13 (NEW).]E. That the corporation is unable to carry out its purposes; [PL 1977, c. 525, ss13 (NEW).][PL 2001, c. 550, Pt. C, ss24 (AMD); PL 2001, c. 550, Pt. C, ss29 (AFF).] 2. Action by creditor of corporation. In an action by a creditor of the corporation: A. When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or [PL 1977, c. 525, ss13 (NEW).]B. When the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent; [PL 1977, c. 525, ss13 (NEW).][PL 1977, c. 525, ss13 (NEW).] 2-A. Action by Attorney General regarding public benefit corporation. In an action brought to court by the Attorney General relating to a public benefit corporation, if it is established that: A. The corporation obtained its articles of incorporation through fraud; [PL 2001, c. 550, Pt. C, ss24 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).]B. The corporation has exceeded or abused the authority conferred upon it by law; [PL 2001, c. 550, Pt. C, ss24 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).]C. The assets of the corporation are being misapplied or wasted; or [PL 2001, c. 550, Pt. C, ss24 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).]D. The corporation is no longer able to carry out its purposes; [PL 2001, c. 550, Pt. C, ss24 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).][PL 2001, c. 550, Pt. C, ss24 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).] 3. Complaint. Upon complaint by a corporation to have its dissolution continued under the supervision of the court; and [PL 2001, c. 550, Pt. C, ss24 (AMD); PL 2001, c. 550, Pt. C, ss29 (AFF).] 4. Liquidation of affairs precedes entry of decree. When an action has been filed by the Attorney General to dissolve a corporation and it is established that liquidation of its affairs should precede the entry of a decree of dissolution. [PL 2001, c. 550, Pt. C, ss24 (AMD); PL 2001, c. 550, Pt. C, ss29 (AFF).] 5. Proceedings brought in county where registered. [PL 2001, c. 550, Pt. C, ss24 (RP); PL 2001, c. 550, Pt. C, ss29 (AFF).] A proceeding under this section must be brought in the county in which the registered office or the principal office of the corporation is situated. It is not necessary to make directors or members parties to such an action or proceeding unless relief is sought against them personally. [PL 2001, c. 550, Pt. C, ss24 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).]SECTION HISTORY PL 1977, c. 525, ss13 (NEW). PL 2001, c. 550, ssC24 (AMD). PL 2001, c. 550, ssC29 (AFF).

NOTES: 13-B M.R.S.A. § 1105

MD Code § 3-513

REGULATORY BODY: Not Specific

STATUTE TEXT: (a) At any time, the Department may authorize the Attorney General to institute proceedings against a corporation to determine whether the corporation has abused, misused, or failed to use its powers and franchises in a manner which, in the public interest, would make proper the forfeiture of its charter. (b) If authorized by the Department, the Attorney General may petition a court of equity for forfeiture of the charter and dissolution of the corporation. The petition shall state the facts on which the forfeiture and dissolution of the corporation is sought. (c) In its order, the court shall: (1) Find that no legal cause for forfeiture exists, and dismiss the petition; (2) Direct the corporation to remedy one or more grievances, on penalty of forfeiture of the charter if they are not remedied within the time set by the order; or (3) (i) Find that legal cause for forfeiture has been shown and that the public interest requires a forfeiture; (ii) Declare the charter forfeited and the corporation dissolved; and (iii) Appoint a receiver of the assets of the corporation.

NOTES: Upon referral from Department of State, MD Code, Corporations and Associations, § 3-513

MA Code § 11B

REGULATORY BODY: Not Specific

STATUTE TEXT: Section 11B. If any charitable corporation described in section eleven A fails to comply for two consecutive years with the provisions of section eight F of chapter twelve requiring the filing of annual financial reports with the office of the attorney general, or if the attorney general is satisfied that such corporation has become inactive and that its dissolution would be in the public interest, the attorney general may petition the supreme judicial court for the dissolution of such corporation, requesting the court to authorize the administration of its funds for such similar public charitable purposes as the court may determine, and the court, after notice by mail or otherwise as it may order, may dissolve such corporation. The attorney general may include as many corporations in a single application as he deems fit, and the court may include in its decree any or all of said corporations. The clerk of the supreme judicial court shall submit to the commissioner of revenue a list of corporations so dissolved.

NOTES: M.G.L.A. 180 § 11B

MI Code § 450.2821

REGULATORY BODY: Not Specific

STATUTE TEXT: 450.2821 Action by attorney general for dissolution of corporation; grounds; other actions.Sec. 821. (1) The attorney general may bring an action in the circuit court for the county in which the principal place of business or registered office of a corporation is located or for Ingham county for dissolution of a corporation on the ground that the corporation has committed any of the following acts: (a) Procured its organization through fraud. (b) Repeatedly, willfully, and materially exceeded the authority conferred on it by law. (c) Repeatedly, willfully, and materially conducted its affairs in an unlawful manner. (2) The enumeration in this section of grounds for dissolution does not exclude any other statutory or common law action by the attorney general for dissolution of a corporation or revocation or forfeiture of its corporate franchises. History: 1982, Act 162, Eff. Jan. 1, 1983 ;– Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015

NOTES: M.C.L. 450.2821; M.C.L. 450.2823

MI Code § 450.2823

REGULATORY BODY: Not Specific

STATUTE TEXT: 450.2823 Dissolution of corporation by judgment in action brought in court; proof; action for dissolution of charitable purpose corporation.Sec. 823. (1) A corporation that is organized on a stock or membership basis may be dissolved by a judgment entered in an action brought in the circuit court for the county in which the principal place of business or registered office of the corporation is located by 1 or more directors or by 1 or more shareholders or members that are entitled to vote in an election of directors of the corporation, if both of the following are proved: (a) The directors of the corporation, or its shareholders or members if a provision in the articles of incorporation authorized under section 488(1) is in effect, are unable to agree by the requisite vote on material matters respecting management of the corporation’s affairs, or the shareholders or members of the corporation are so divided in voting power that they have failed to elect a successor for any director whose term has expired or would have expired on the election and qualification of his or her successor. (b) As a result of a condition stated in subdivision (a), the corporation is unable to carry out its corporate purposes or function effectively in the best interests of its creditors and shareholders or members, if any, or the persons that the corporation is organized to benefit. (2) A corporation that is organized on a directorship basis may be dissolved by a judgment entered in an action brought in the circuit court for the county in which the principal place of business or registered office of the corporation is located by 1 or more directors or by 1 or more other persons that are entitled to vote in an election of 1 or more of the directors of the corporation, if both of the following are proved: (a) The directors of the corporation are unable to agree by the requisite vote on material matters respecting management of the corporation’s affairs, or the directors or other persons that are entitled to vote in the election of 1 or more of the directors of the corporation are so divided in voting power that they have failed to elect a successor for any director whose term has expired or would have expired on the election and qualification of his or her successor. (b) As a result of a condition stated in subdivision (a), the corporation is unable to carry out its corporate purposes or function effectively in the best interests of its creditors and shareholders or members, if any, or the persons that the corporation is organized to benefit. (3) A person or persons that files an action for dissolution of a charitable purpose corporation under this section shall give the attorney general written notice of the commencement of the action by mail within 30 days after filing. History: 1982, Act 162, Eff. Jan. 1, 1983 ;– Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015

NOTES: M.C.L. 450.2821; M.C.L. 450.2823

MN Code § 317A.751

REGULATORY BODY: Not Specific

STATUTE TEXT: 317A.751 JUDICIAL INTERVENTION; EQUITABLE REMEDIES OR DISSOLUTION. Subdivision 1. General; when permitted. A court may grant equitable relief it considers just and reasonable in the circumstances or may dissolve a corporation and liquidate its assets and business as provided in this section. Subd. 2. Supervised voluntary dissolution. A court may grant equitable relief in a supervised voluntary dissolution under section 317A.741. Subd. 3. Action by director or members with voting rights. A court may grant equitable relief in an action by a director or at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, when it is established that: (1) the directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the corporate affairs, the members cannot break the deadlock, and the corporation or the parties have not provided for a procedure to resolve the dispute; (2) the directors or those in control of the corporation have acted fraudulently, illegally, or in a manner unfairly prejudicial toward one or more members in their capacities as members, directors, or officers; (3) the members of the corporation are so divided in voting power that, for a period that includes the time when two consecutive regular meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors; (4) the corporate assets are being misapplied or wasted; or (5) the period of duration as provided in the articles has expired. Subd. 4. Action by creditor. A court may grant equitable relief in an action by a creditor when: (1) the claim of the creditor has been reduced to judgment and an execution on it has been returned unsatisfied; or (2) the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation cannot pay its debts in the ordinary course of its activities. Subd. 5. Action by attorney general. A court may grant equitable relief in an action by the attorney general when it is established that: (1) the articles and certificate of incorporation were obtained through fraud; (2) the corporation should not have been formed under this chapter; (3) the corporation failed to comply with the requirements of sections 317A.021 to 317A.155 essential to incorporation under or election to become governed by this chapter; (4) the corporation has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter; (5) the corporation has engaged in an unauthorized act, contract, conveyance, or transfer or has exceeded its powers; (6) the corporation has acted, or failed to act, in a manner that constitutes surrender or abandonment of the corporate purpose, franchise, privileges, or enterprise; (7) the corporation has liabilities and obligations exceeding the corporate assets; (8) the period of corporate existence has ended without extension; (9) the corporation has failed for a period of 90 days to pay fees, charges, or penalties required by this chapter; (10) the corporation has failed for a period of 30 days after changing its registered office to file with the secretary of state a statement of the change; (11) the corporation has answered falsely or failed to answer a reasonable written interrogatory from the secretary of state, the attorney general, the commissioner of human services, commissioner of commerce, or commissioner of revenue, to the corporation, its officers, or directors; (12) the corporation has solicited property and has failed to use it for the purpose solicited; or (13) the corporation has fraudulently used or solicited property. Subd. 6. Condition of corporation. In determining whether to order equitable relief or dissolution under this section, the court shall consider the financial condition of the corporation but may not refuse to order equitable relief or dissolution solely on the ground that the corporation is solvent. Subd. 7. Dissolution as remedy. In deciding whether to order dissolution, the court shall consider whether lesser relief suggested by one or more parties, such as any form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision 3, 4, or 5. Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case. Subd. 8. Expenses. If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, it may award reasonable expenses, including attorneys fees and disbursements, to any of the other parties. Subd. 9. Venue; parties. Proceedings under this section must be brought in a court within the county in which the registered office of the corporation is located. It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally. History: 1989 c 304 s 106; 1992 c 503 s 13; 2011 c 106 s 15

NOTES: M.S.A. § 317A.751

MS Code § 79-11-355

REGULATORY BODY: Not Specific

STATUTE TEXT: (1) The chancery court of the county where the corporationis principal office is or was located, or in the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, may dissolve a corporation: (a) In a proceeding by the Attorney General or the Secretary of State if it is established that: (i) The corporation obtained its articles of incorporation through fraud; (ii) The corporation has continued to exceed or abuse the authority conferred upon it by law; or (iii) If the corporation is a charitable organization, as defined in Section 79-11-501, that: 1. The corporate assets are being misapplied or wasted; 2. The corporation is unable to carry out its purpose(s); or 3. The corporation has violated the laws regulating the solicitation of charitable contributions, Section 79-11-501 et seq.; (b) In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director if it is established that: (i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (ii) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; (iii) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; or (iv) The corporate assets are being misapplied or wasted; (c) In a proceeding by a creditor if it is established that: (i) The creditoris claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (ii) The corporation has admitted in writing that the creditoris claim is due and owing and the corporation is insolvent; or (d) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (2) Prior to dissolving a corporation, the court shall consider whether there are reasonable alternatives to dissolution.

NOTES: Miss. Code Ann. § 79-11-355

MO Code § 355.726

REGULATORY BODY: Not Specific

STATUTE TEXT: Effective 01 Jul 1995, see footnote 355.726. Judicial dissolution. o 1. The circuit court may dissolve a corporation: (1) In a proceeding by the attorney general if it is established that: (a) The corporation obtained its articles of incorporation through fraud; (b) The corporation has continued to exceed or abuse the authority conferred upon it by law; (c) The corporation is a public benefit corporation other than a church or convention or association of churches and the corporate assets are being misapplied or wasted; or (d) The corporation is a public benefit corporation other than a church or convention or association of churches and is no longer able to carry out its purposes; (2) Except as provided in the articles or bylaws of a public benefit corporation which is a church or convention or association of churches, in a proceeding by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that: (a) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (b) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; (c) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; (d) The corporate assets are being misapplied or wasted; or (e) The corporation is a public benefit corporation and is no longer able to carry out its purposes; (3) In a proceeding by a creditor if it is established that: (a) The creditor’s claim has been reduced to a judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (b) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. 2. Prior to dissolving a corporation, the court shall consider whether: (1) There are reasonable alternatives to dissolution; (2) Dissolution is in the public interest, if the corporation is a public benefit corporation other than a church or convention or association of churches; (3) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. ——– (L. 1994 H.B. 1095) Effective 7-01-95

NOTES: V.A.M.S. 355.726

MT Code § 35-2-728

REGULATORY BODY: Not Specific

STATUTE TEXT: 35-2-728. Grounds for judicial dissolution. (1) The district court may dissolve a corporation: (a) in a proceeding by the attorney general if it is established that: (i) the corporation obtained its articles of incorporation through fraud; (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law; (iii) the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (iv) the corporation is a public benefit corporation and is no longer able to carry out its purposes; (b) in a proceeding by 50 members or members holding 5% of the voting power, whichever is less, or by a director or any person specified in the articles, except as provided in the articles or bylaws of a religious corporation, if it is established that: (i) the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to breach the deadlock; (ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (iii) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have or would otherwise have expired; (iv) the corporate assets are being misapplied or wasted; or (v) the corporation is a public benefit corporation or religious corporation and is no longer able to carry out its purposes; (c) in a proceeding by a creditor if it is established that: (i) the creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (ii) the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or (d) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (2) Prior to dissolving a corporation, the court shall consider whether: (a) there are reasonable alternatives to dissolution; (b) dissolution is in the public interest, if the corporation is a public benefit corporation; and (c) dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation. History: En. Sec. 142, Ch. 411, L. 1991.

NOTES: MCA 35-2-728

NE Code § 21-19 ;; 21-19-141

REGULATORY BODY: Not Specific

STATUTE TEXT: (a) The district court may dissolve a corporation: Terms Used In Nebraska Statutes 21-19,141Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Attorney: shall mean attorney at law. See Nebraska Statutes 49-801Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.Fraud: Intentional deception resulting in injury to another.Person: shall include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801 (1) In a proceeding by the Attorney General if it is established that: (i) The corporation obtained its articles of incorporation through fraud; (ii) The corporation has continued to exceed or abuse the authority conferred upon it by law; (iii) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (iv) The corporation is a public benefit corporation and is no longer able to carry out its purposes; (2) Except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that: (i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (ii) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (iii) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; (iv) The corporate assets are being misapplied or wasted; or (v) The corporation is a public benefit or religious corporation and is no longer able to carry out its purposes; (3) In a proceeding by a creditor if it is established that: (i) The creditoris claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (ii) The corporation has admitted in writing that the creditoris claim is due and owing and the corporation is insolvent; or (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) Prior to dissolving a corporation, the district court shall consider whether: (1) There are reasonable alternatives to dissolution; (2) Dissolution is in the public interest, if the corporation is a public benefit corporation; and (3) Dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation. Source Laws 1996, LB 681, ss 141.

NOTES: Neb.Rev.St. § 21-19,141

NV Code § 82.486

REGULATORY BODY: Not Specific

STATUTE TEXT: 1. The persons described in subsections 2 and 3 may apply to the district court in the district where the corporation has its principal office or, if the principal office is not located in this State, to the district court in the county in which the corporationis registered office is located: (a) For an order dissolving the corporation and appointing a receiver to wind up its affairs, and by injunction restrain the corporation from exercising any of its powers or doing business whatsoever, except by or through a receiver appointed by the court; or (b) For such other equitable relief that is just and proper in the circumstances. 2. A member or members, if any, holding at least one-third of the voting power for the election of directors or a majority of the directors in office, may apply for the relief described in subsection 1 whenever it is established that: (a) The corporation has willfully violated its charter; (b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs; (c) Its trustees or directors have been guilty of misfeasance, malfeasance or nonfeasance; (d) The corporation is unable to conduct its activities or conserve its assets by reason of the act, neglect or refusal to function of any of the directors or trustees; (e) The assets of the corporation are in danger of waste, misapplication, sacrifice or loss; (f) The corporation has abandoned its business; (g) The corporation has not proceeded diligently to wind up its affairs or to distribute its assets in a reasonable time; (h) The corporation has become insolvent; (i) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature; (j) The corporation is not about to resume its business with safety to the public; (k) The period of corporate existence has expired and has not been lawfully extended; (l) The corporation has solicited property and has failed to use it for the purpose solicited; (m) The corporation has fraudulently used or solicited property; or (n) The corporation has exceeded its powers. 3. The Attorney General may apply for the relief described in subsection 1 whenever the corporation is a corporation for public benefit and whenever it is established that: (a) The corporation has willfully violated its charter; (b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs; (c) The corporation has abandoned its business; (d) The corporation has become insolvent; (e) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature; (f) The corporation has solicited property and has failed to use it for the purpose solicited; (g) The corporation has fraudulently used or solicited property; or (h) The period of corporate existence has expired and has not been lawfully extended. 4. Any person or superior organization under which the corporation was formed, if expressly authorized to act by the articles, may apply for the relief described in subsection 1 pursuant to the grounds, if any, set forth in the articles. (Added to NRS by 1991, 1289; A 2007, 2663; 2009, 1689)

NOTES: N.R.S. 82.486

NH Code § 292:10 ;; 292-10

REGULATORY BODY: Not Specific

STATUTE TEXT: 292:10 Filing Order. n The corporation shall cause an attested copy of the decree of the court to be filed in the office of the secretary of state forthwith after it is made; and when such copy has been so filed, the corporate existence of the corporation shall terminate in accordance with the terms of such decree. Source. 1887, 72:3. PS 147:11. PL 223:10. RL 272:9.

NOTES: Filed with Sec. of State N.H. Rev. Stat. § 292:10

NJ Code § 15A:12-11 ;; 15A-12-11

REGULATORY BODY: Not Specific

STATUTE TEXT: 15A:12-11. Dissolution in action brought by the Attorney General 15A:12-11. Dissolution in Action Brought by the Attorney General. a. The Attorney General may bring an action in the Superior Court for the dissolution of a corporation upon the ground that the corporation: (1) Has procured its organization through fraudulent misrepresentation or concealment of a material fact; (2) Has had its certificate of incorporation revoked under subsection c. of section 15A:4-5 (failure to file its annual report); (3) Has conducted activities after the period of duration specified in its certificate of incorporation and has neither amended its certificate of incorporation to extend the period nor proceeded to liquidate and cease activities; (4) Has repeatedly exceeded the authority conferred upon it by law; (5) Has repeatedly conducted its business in an unlawful manner; (6) Has misused or improperly failed to use its powers, privileges or franchises; (7) Is insolvent; (8) Has suspended its ordinary activities for lack of funds; (9) Is conducting its activities in violation of its certificate of incorporation or, with respect to specific assets, in violation of any terms, conditions, or restrictions applicable to those assets imposed upon it; (10) Is conducting its activities at a great loss and with great prejudice to the interests of its creditors or members; or (11) Is conducting activities in a manner which is prejudicial to the public. b. The Superior Court may proceed in the action in a summary manner or otherwise. Upon a showing by clear and convincing evidence of any cause set forth in subsection a. of this section, the court may declare the corporation dissolved and a copy of the order of the court may be filed in the office of the Secretary of State as evidence thereof. c. The enumeration in subsection a. of this section of grounds for dissolution shall not exclude any other statutory or common law action by the Attorney General for the dissolution of a corporation or the revocation or forfeiture of its corporate franchises. L.1983, c.127, s.15A:12-11, eff. Oct. 1, 1983; amended 1997, c.139, s.4.

NOTES: N.J.S.A. 15A:12-11

NY Code § 112(a)(5)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N-PCL §§ 112(a)(5), 1101; Can be negotiated in Assurance of Discontinuance per Executive Law § 63(15)

NY Code § 63(15)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N-PCL §§ 112(a)(5), 1101; Can be negotiated in Assurance of Discontinuance per Executive Law § 63(15)

NC Code § 55A-14-30

REGULATORY BODY: Not Specific

STATUTE TEXT: 55A-14-30. Grounds for judicial dissolution.(a) The superior court may dissolve a corporation:(1) In a proceeding by the Attorney General if it is established that:a. The corporation obtained its articles of incorporation through fraud; orb. The corporation has, after written notice by the Attorney General given at least 20 days prior thereto, continued to exceed or abuse the authority conferred upon it by law;(2) In a proceeding by a member or director, if it is established that:a. The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock;b. The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;c. The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired;d. The corporate assets are being misapplied or wasted; ore. The corporation is no longer able to carry out its purposes.(3) In a proceeding by a creditor if it is established that:a. The creditor’s claim has been reduced to judgment and execution on the judgment has been returned unsatisfied; orb. The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent.(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.(b) Prior to dissolving a corporation, the court shall consider whether:(1) There are reasonable alternatives to dissolution;(2) Dissolution is in the public interest, if the corporation is a charitable or religious corporation; and(3) Dissolution is reasonably necessary for the protection of the rights or interests of the members, if any. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 42; 1993, c. 398, s. 1.)

NOTES: N.C.G.S.A. § 55A-14-30

ND Code § 10-33-107

REGULATORY BODY: Not Specific

STATUTE TEXT: 1.A court may grant equitable relief it considers just and reasonable in the circumstances or may dissolve a corporation and liquidate its assets and activities:a.In a supervised voluntary dissolution under section 10-33-106.b.In an action by a director or at least fifty members with voting rights or ten percent of the members with voting rights, whichever is less, when it is established that:(1) The directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the corporate affairs, the members cannot break the deadlock, and the corporation or the parties have not provided for a procedure to resolve the dispute;(2) The directors or those in control of the corporation have acted fraudulently, illegally, or in a manner unfairly prejudicial toward one or more members in their capacities as members, directors, or officers;(3) The members of the corporation are so divided in voting power that, for a period that includes the time when two consecutive regular meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors;(4) The corporate assets are being misapplied or wasted; or(5) The period of duration as provided in the articles has expired and has not been extended as provided in section 10-33-118.c.In an action by a creditor when:(1) The claim of the creditor has been reduced to judgment and an execution on it has been returned unsatisfied; or(2) The corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation cannot pay its debts in the ordinary course of its activities.d.In an action by the attorney general when it is established that:(1) The articles and certificate of incorporation were obtained through fraud; (2) The corporation should not have been formed under this chapter;(3) The corporation failed to comply with the requirements of sections 10-33-02 through 10-33-19 essential to incorporation under or election to become governed by this chapter;(4) The corporation has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter;(5) The corporation has engaged in an unauthorized act, contract, conveyance, or transfer or has exceeded its powers;(6) The corporation has acted, or failed to act, in a manner that constitutes surrender or abandonment of the corporate purpose, franchise, privileges, or enterprise;(7) The corporation has liabilities and obligations exceeding the corporate assets;(8) The period of corporate existence has ended without extension;(9) The corporation has failed for a period of ninety days to pay fees, charges, or penalties required by this chapter;(10) The corporation has failed for a period of thirty days:(a)To appoint and maintain a registered agent in this state as provided in chapter 10-01.1; or(b)After changing its registered office, to file with the secretary of state a statement of the change as provided in chapter 10-01.1;(11) The corporation has answered falsely or failed to answer a reasonable written interrogatory from the secretary of state or the attorney general to the corporation, its officers, or directors;(12) The corporation has solicited property and has failed to use it for the purpose solicited; or(13) The corporation has fraudulently used or solicited property.e.An action may not be commenced under subdivision d until thirty days after notice to the corporation by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the corporation has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the corporation thirty additional days in which to effect the correction before filing the action.2.In determining whether to order equitable relief or dissolution under this section, the court shall consider the financial condition of the corporation but may not refuse to order equitable relief or dissolution solely on the ground that the corporation is solvent.3.In deciding whether to order dissolution, the court shall consider whether lesser relief suggested by one or more parties, such as any form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision b, c, or d of subsection 1. Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.4.If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, it may award reasonable expenses, including attorney’s fees and disbursements, to any of the other parties.5.Proceedings under this section must be brought in a court within the county in which the principal executive office of the corporation is located. It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally.

NOTES: N.D. Cent. Code Ann. § 10-33-107

OH Code § 1702.52

REGULATORY BODY: Not Specific

STATUTE TEXT: (A) A corporation may be dissolved judicially and its affairs wound up: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto brought as provided by sections 2733.02 to 2733.39 of the Revised Code, in which event the court may order the affairs of the corporation to be wound up by its directors as in the case of voluntary dissolution, or by proceedings in, and under the order of, the court of common pleas of the county in this state in which the corporation has its principal office; (2) By an order of the court of common pleas of the county in this state in which such corporation has its principal office, in an action brought by voting members entitled to dissolve the corporation voluntarily, when it is established: (a) That its articles have been canceled or its period of existence has expired and that it is necessary in order to protect the members that the corporation be judicially dissolved; (b) That the corporation is insolvent or is unable to afford reasonable security to those who may deal with it and that it is necessary in order to protect the creditors of the corporation that the corporation be judicially dissolved; (c) That the objects of the corporation have wholly failed or are entirely abandoned or that their accomplishment is impracticable; (3) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by a majority of the voting members, or such lesser proportion or number of voting members as are entitled by the articles to dissolve the corporation voluntarily, when it is established that it is beneficial to the members that the corporation be judicially dissolved; (4) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by one-half of the directors when there is an even number of directors or by one-half of the voting members, when it is established that the corporation has an even number of directors who are deadlocked in the management of the corporate affairs and the voting members are unable to break the deadlock, or when it is established that the corporation has an uneven number of directors and that the voting members are deadlocked in voting power and unable to agree upon or vote for the election of directors as successors to directors whose terms normally would expire upon the election of their successors. (B) A complaint for judicial dissolution shall be verified by any of the complainants and shall set forth facts showing that the case is one of those specified in this section. Unless the complainants set forth in the complaint that they are unable to annex a list of members, a schedule shall be annexed to the complaint setting forth the name of each member and the member’s address if it is known. (C) Upon the filing of a complaint for judicial dissolution, the court with which it is filed shall have power to issue injunctions, to appoint a receiver with such authority and duties as the court from time to time may direct, to take such other proceedings as may be necessary to protect the property or the rights of the complainants or of the persons interested, and to carry on the activities of the corporation until a full hearing can be had. Upon or after the filing of a complaint for judicial dissolution, the court, by injunction or order, may stay the prosecution of any proceeding against the corporation or involving any of its property and require the parties to it to present and prove their claims, demands, rights, interests, or liens, at the time and in the manner required of creditors or others. The court may refer the complaint to a special master commissioner. (D) After a hearing had upon such notice as the court may direct to be given to all parties to the proceeding and to any other parties in interest designated by the court, a final order based either upon the evidence, or upon the report of the special master commissioner if one has been appointed, shall be made dissolving the corporation or dismissing the complaint. An order or judgment for the judicial dissolution of a corporation shall contain a concise statement of the proceedings leading up to the order or judgment; the name of the corporation; the place in this state where its principal office is located; the names and addresses of its directors and officers; the name and address of a statutory agent; and, if desired, such other provisions with respect to the judicial dissolution and winding up as are considered necessary or desirable. A certified copy of such order forthwith shall be filed in the office of the secretary of state, whereupon the corporation shall be dissolved. To the extent consistent with orders entered in such proceeding, the effect of such judicial dissolution shall be the same as in the case of voluntary dissolution, and the provisions of sections 1702.49, 1702.50, and 1702.51 of the Revised Code relating to the authority and duties of directors during the winding up of the affairs of a corporation dissolved voluntarily, with respect to the jurisdiction of courts over the winding up of the affairs of a corporation, and with respect to receivers for winding up the affairs of a corporation shall be applicable to corporations judicially dissolved. (E) A judicial proceeding under this section concerning the judicial dissolution of a corporation is a special proceeding, and final orders in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure or the Rules of Practice of the Supreme Court, whichever are applicable, and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code. Effective Date: 04-10-2001 .

NOTES: R.C. § 1702.52

OK Code § 1104 ;; 18-1104

REGULATORY BODY: Not Specific

STATUTE TEXT: REVOCATION OR FORFEITURE OF CHARTER; PROCEEDINGS A. The district court shall have jurisdiction to revoke or forfeit the charter of any corporation for abuse, misuse or nonuse of its corporate powers, privileges or franchises. The Attorney General, upon his own motion or upon the relation of a proper party, shall proceed for this purpose by complaint in the county in which the registered office of the corporation is located. B. The district court shall have power, by appointment of receivers or otherwise, to administer and wind up the affairs of any corporation whose charter shall be revoked or forfeited by any court pursuant to the provisions of the Oklahoma General Corporation Act or otherwise, and to make such orders and decrees with respect thereto as shall be just and equitable respecting its affairs and assets and the rights of its shareholders and creditors. C. No proceeding shall be instituted pursuant to the provisions of this section for nonuse of any corporation’s powers, privileges or franchises during the first two (2) years after its incorporation. Added by Laws 1986, c. 292, ss 104, eff. Nov. 1, 1986.

NOTES: 18 Okl.St.Ann. § 1104

OR Code § 128.710

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Or. Rev. Stat. Ann. § 128.710

PA Code § 7740.3

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: 20 Pa.C.S.A. § 7740.3

RI Code § 7-6-60

REGULATORY BODY: Not Specific

STATUTE TEXT: ss 7-6-60. Jurisdiction of court to liquidate assets and affairs of the corporation. (a) The superior court has full power to liquidate the assets and affairs of a corporation: (1) In an action by a member or director when it is made to appear: (i) That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened because of the deadlock, and either that the members are unable to break the deadlock or there are no members having voting rights; (ii) That the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; (iii) That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two (2) years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; (iv) That the corporate assets are being misapplied or wasted; or (v) That the corporation is unable to carry out its purposes; (2) In an action by a creditor: (i) When the claim of the creditor has been reduced to judgment and an execution on it has been returned unsatisfied and it is established that the corporation is insolvent; or (ii) When the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent; (3) Upon application by a corporation to have its dissolution continued under the supervision of the court; (4) When the corporation’s certificate of incorporation is subject to revocation by the secretary of state and it is established that liquidation of its affairs should precede the issuance of a certificate of revocation. (b) Proceedings under this section shall be brought in the county in which the registered office or the principal office of the corporation is situated. (c) It is not necessary to make directors or members parties to any action or proceedings unless relief is sought against them personally. History of Section. (P.L. 1984, ch. 380, ss 1; P.L. 1984, ch. 444, ss 1; P.L. 2018, ch. 346, ss 6.)

NOTES: Secretary of State: Gen.Laws 1956, § 7-6-60

SC Code § 33-31-1430

REGULATORY BODY: Not Specific

STATUTE TEXT: (a) The court of common pleas may dissolve a corporation: (1) in a proceeding by the Attorney General if it is established that: (i) the corporation obtained its articles of incorporation through fraud; (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law; (iii) the corporation is a public benefit corporation and the assets are being misapplied or wasted; (iv) the corporation is a public benefit corporation and it is no longer able to carry out its purposes; (v) the corporation has improperly solicited money or has fraudulently used the money solicited; or (vi) has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner. The enumeration of these grounds for dissolution, (i) through (vi), shall not exclude actions or special proceedings by the Attorney General or other state official for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this State; (2) except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that: (i) the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to break the deadlock; (ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent, or unfairly prejudicial either to the corporation or to any member, whether in his capacity as a member, director, or officer of the corporation; (iii) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; (iv) the corporate assets are being misapplied or wasted; (v) the corporation is a public benefit or religious corporation and is no longer able to carry out its purposes; (vi) the corporation has abandoned its business and has failed within a reasonable time to dissolve, to liquidate its affairs, or to distribute its remaining property among its members; or (vii) the corporation’s period of duration stated in its articles of incorporation has expired; (3) in a proceeding by a creditor if it is established that: (i) the creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (ii) the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; (4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) Before dissolving a corporation the court shall consider whether: (1) there are reasonable alternatives to dissolution; (2) dissolution is in the public interest, if the corporation is a public benefit corporation; and (3) dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. The court may order any other form of relief which it deems proper in the circumstances. HISTORY: 1994 Act No. 384, Section 1.

NOTES: Code 1976 § 33-31-1430

SD Code § 47-26-25

REGULATORY BODY: Not Specific

STATUTE TEXT: 47-26-25. Power of court in liquidation proceedings–Action by attorney general. Courts of equity shall have full power to liquidate the assets and affairs of a corporation when an action has been filed by the attorney general to dissolve a corporation and it is established that liquidation of its affairs should precede the entry of a decree of dissolution.Source: SL 1965, ch 24, ss 56 (4).

NOTES: SDCL § 47-26-25

TN Code § 48-64-301

REGULATORY BODY: Not Specific

STATUTE TEXT: (a) Any court of record with proper venue in accordance with ss 48-64-302(a) may dissolve a corporation: (1) In a proceeding by the attorney general and reporter if it is established that the corporation: (A) Obtained its charter through fraud; (B) Has exceeded or abused the authority conferred upon it by law; (C) Has violated any provision of law resulting in the forfeiture of its charter; (D) Has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner; (E) Is a public benefit corporation and the corporate assets are being misapplied or wasted; or (F) Is a public benefit corporation and is no longer able to carry out its purposes; provided, that the enumeration of these grounds for dissolution shall not exclude actions or special proceedings by the attorney general and reporter or other state officials for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state; (2) In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or any person specified in this chapter, if it is established that: (A) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be generally conducted because of the deadlock; (B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (C) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; (D) The corporate assets are being misapplied or wasted; or (E) The corporation is a public benefit corporation and is no longer able to carry out its purposes; (3) In a proceeding by a creditor if it is established that: (A) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (B) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; and (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) With respect to actions based on subdivision (a)(2), (a)(3) or (a)(4), prior to dissolving a corporation, the court shall consider whether: (1) There are reasonable alternatives to dissolution; (2) Dissolution is in the public interest, if the corporation is a public benefit corporation; and (3) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.

NOTES: T. C. A. § 48-64-301

TX Code § 11.303

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: V.T.C.A., Business Organizations Code § 11.303

UT Code § 16-6a-1414 ;; section-1414

REGULATORY BODY: Not Specific

STATUTE TEXT: 16-6a-1414. Grounds for judicial dissolution. (1) A nonprofit corporation may be dissolved in a proceeding by the attorney general or the division director if it is established that: (a) the nonprofit corporation obtained its articles of incorporation through fraud; or (b) the nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law. (2) A nonprofit corporation may be dissolved in a proceeding by a member or director if it is established that: (a) (i) the directors are deadlocked in the management of the corporate affairs; (ii) the members, if any, are unable to break the deadlock; and (iii) irreparable injury to the nonprofit corporation is threatened or being suffered; (b) the directors or those in control of the nonprofit corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (c) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (d) the corporate assets are being misapplied or wasted. (3) A nonprofit corporation may be dissolved in a proceeding by a creditor if it is established that: (a) (i) the creditor’s claim has been reduced to judgment; (ii) the execution on the judgment has been returned unsatisfied; and (iii) the nonprofit corporation is insolvent; or (b) (i) the nonprofit corporation is insolvent; and (ii) the nonprofit corporation has admitted in writing that the creditor’s claim is due and owing. (4) (a) If a nonprofit corporation has been dissolved by voluntary or administrative action taken under this part: (i) the nonprofit corporation may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with Section 16-6a-1405; and (ii) the attorney general, a director, a member, or a creditor may bring a proceeding to wind up and liquidate the affairs of the nonprofit corporation under judicial supervision in accordance with Section 16-6a-1405, upon establishing the grounds set forth in Subsections (1) through (3). (b) As used in Sections 16-6a-1415 through 16-6a-1417: (i) a “judicial proceeding to dissolve the nonprofit corporation” includes a proceeding brought under this Subsection (4); and (ii) a “decree of dissolution” includes an order of a court entered in a proceeding under this Subsection (4) that directs that the affairs of a nonprofit corporation shall be wound up and liquidated under judicial supervision. Enacted by Chapter 300, 2000 General Session

NOTES: Utah Code § 16-6a-1414

VT Code § 14.3

REGULATORY BODY: Not Specific

STATUTE TEXT: ss 14.30. Grounds for judicial dissolution (a) The Superior Court may dissolve a corporation: (1) in a proceeding by the Attorney General if it is established that: (A) the corporation obtained its articles of incorporation through fraud; (B) the corporation has continued to exceed or abuse the authority conferred upon it by law; (C) the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (D) the corporation is a public benefit corporation and is no longer able to carry out its purposes; (2) in a proceeding by 50 members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that: (A) the directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (B) the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive, or fraudulent; (C) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; (D) the corporate assets are being misapplied or wasted; or (E) the corporation is a public benefit corporation and is no longer able to carry out its purposes; (3) in a proceeding by a creditor if it is established that: (A) the creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (B) the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or (4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) Prior to dissolving a corporation, the court shall consider whether: (1) there are reasonable alternatives to dissolution; (2) dissolution is in the public interest, if the corporation is a public benefit corporation; (3) dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. (Added 1995, No. 179 (Adj. Sess.), ss 1, eff. Jan. 1, 1997.)

NOTES: 11B V.S.A. § 14.30

VA Code § 13.1-907 ;; 13-1-907

REGULATORY BODY: Not Specific

STATUTE TEXT: A. The assets of a corporation in the process of dissolution shall be applied and distributed as follows:1. All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;2. Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;3. Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this Act or as a court may direct;4. Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;5. Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether issuing shares or not, as may be specified in a plan of distribution adopted as provided in this Act or as a court may direct.B. A plan providing for the distribution of assets, not inconsistent with the provisions of this Act, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this Act requires a plan of distribution. A plan shall be adopted in accordance with the procedures established in ss 13.1-902 or 13.1-903, as the case may be.Code 1950, ssss 13-237, 13.1-249, 13.1-250; 1956, c. 428; 1985, c. 522; 2007, c. 925.

NOTES: VA Code Ann. § 13.1-907, 13.1-915; Va. Code Ann. § 2.2-507.1

VA Code § 2.2-507.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: VA Code Ann. § 13.1-907, 13.1-915; Va. Code Ann. § 2.2-507.1

WA Code § 24.03.250

REGULATORY BODY: Not Specific

STATUTE TEXT: RCW 24.03.250 Involuntary dissolution.A corporation may be dissolved involuntarily by a decree of the superior court in an action filed by the attorney general when it is established that:(1) The corporation procured its articles of incorporation through fraud; or(2) The corporation has continued to exceed or abuse the authority conferred upon it by law.[ 1969 ex.s. c 163 ss 2; 1967 c 235 ss 51.]

NOTES: West’s RCWA 24.03.250

DC Code § 29-412.20 ;; 29-412-20

REGULATORY BODY: Not Specific

STATUTE TEXT: (a) The Superior Court may dissolve a nonprofit corporation, place a corporation in receivership, impose a constructive trust on compensation paid to a corporationis director, officer, or manager, or grant other injunctive or equitable relief with respect to a corporation: (1) In a proceeding by the Attorney General for the District of Columbia if it is established that: (A) The corporation obtained its articles of incorporation through fraud; (B) The corporation has exceeded or abused and is continuing to exceed or abuse the authority conferred upon it by law; or (C) The corporation has continued to act contrary to its nonprofit purposes; (2) Except as otherwise provided in the articles of incorporation or bylaws, in a proceeding by 50 members or members holding at least 5% of the voting power, whichever is less, or by a director or member of a designated body, if it is established that: (A) The directors or a designated body are deadlocked in the management of the corporate affairs, the members, if any, are unable to break the deadlock, and irreparable injury to the corporation or its mission is threatened or being suffered because of the deadlock; (B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (C) The members are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have, or otherwise would have, expired; (D) The corporate assets are being misapplied or wasted; or (E) The corporation has insufficient assets to continue its activities and it is no longer able to assemble a quorum of directors or members; (3) In a proceeding by a creditor, if it is established that: (A) The creditoris claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (B) The corporation has admitted in a record that the creditoris claim is due and owing and the corporation is insolvent; or (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b)(1) If the Attorney General, in the course of an investigation to determine whether to bring a court action under this section, has reason to believe that a person may have information, or may be in possession, custody, or control of documentary material, relevant to the investigation, the Attorney General may issue in writing, and cause to be served upon the person, a subpoena requiring the person to give oral testimony under oath, or to produce records, books, papers, contracts, electronically-stored data, and other documentary material for inspection and copying. (2) Information obtained pursuant to this authority to subpoena shall not be admissible in a later criminal proceeding against the person who provided the information. (3) The Attorney General may petition the Superior Court for an order compelling compliance with a subpoena issued pursuant to this authority to subpoena. (July 2, 2011, D.C. Law 18-378, ss 2, 58 DCR 1720.) Section References This section is referenced in ss 29-403.04 and ss 29-412.23. Emergency Legislation For temporary (90 days) amendment of this section, see ss 3 of the Public Charter School Priority Enrollment Emergency Amendment Act of 2015 (D.C. Act 21-26, Mar. 27, 2015, 62 DCR 4525, 21 DCSTAT 860). Temporary Legislation For temporary (225 days) amendment of this section, see ss 3 of the Public Charter School Priority Enrollment Temporary Amendment Act of 2015 (D.C. Law 21-3, June 4, 2015, 62 DCR 4556).

NOTES: DC ST § 29-412.20

WV Code § 31E-13-1330

REGULATORY BODY: Not Specific

STATUTE TEXT: ss31E-13-1330. Grounds for judicial dissolution. The circuit court may dissolve a corporation:(1) In a proceeding by the Attorney General if it is established that:(A) The corporation obtained its articles of incorporation through fraud; or(B) The corporation has continued to exceed or abuse the authority conferred upon it by law;(2) In a proceeding by a member or director if it is established that:(A) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the activities and affairs of the corporation can no longer be conducted in accordance with the corporation’s purpose, because of the deadlock;(B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; or(C) The corporate assets are being misapplied or wasted;(3) In a proceeding by a creditor if it is established that:(A) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or(B) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or(4) In a proceeding by the corporation to have its voluntary dissolution continued under circuit court supervision.

NOTES: W. Va. Code, § 31E-13-1330

WI Code § 181.1430 ;; 181.143

REGULATORY BODY: Not Specific

STATUTE TEXT: 181.1430 Grounds for judicial dissolution. (1) Who may bring proceeding. The circuit court may dissolve a corporation in a proceeding brought by any of the following:(a) The attorney general if any of the following is established:1. That the corporation obtained its articles of incorporation through fraud.2. That the corporation has continued to exceed or abuse the authority conferred upon it by law.(b) Fifty members or members holding 5 percent of the voting power, whichever is less, or any person specified in the articles of incorporation, if any of the following is established:1. That the directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock and, because of the deadlock, either irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted in accordance with it corporate purposes.2. That the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent.3. That the members are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired.4. That the corporate assets are being misapplied or wasted.5. That the corporation is no longer able to carry out its purposes.(c) A creditor if any of the following is established:1. That the creditor’s claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied and the corporation is insolvent.2. That the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent.(d) The corporation to have its voluntary dissolution continued under court supervision. (2) Factors required to be considered. Before dissolving a corporation, the court shall consider all of the following:(a) Whether there are reasonable alternatives to dissolution.(b) Whether dissolution is the best way of protecting the interests of members or, if the corporation has no members, is in the interest of those persons or interests whom the corporation holds itself as benefiting or serving.History: 1997 a. 79.

NOTES: W.S.A. 181.1430

WY Code § 17-19-1430

REGULATORY BODY: Not Specific

STATUTE TEXT: 17-19-1430. Grounds for judicial dissolution. (a) The district court may dissolve a corporation: (i) In a proceeding by the attorney general if it is established that: (A) The corporation obtained its articles of incorporation through fraud; (B) The corporation has continued to exceed or abuse the authority conferred upon it by law; (C) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (D) The corporation is a public benefit corporation and is no longer able to carry out its purposes. (ii) Except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that: (A) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock; (B) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; (C) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; (D) The corporate assets are being misapplied or wasted; or (E) The corporation is a public benefit or religious corporation and is no longer able to carry out its purposes. (iii) In a proceeding by a creditor if it is established that: (A) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (B) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent. (iv) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) Prior to dissolving a corporation, the court shall consider whether: (i) There are reasonable alternatives to dissolution; (ii) Dissolution is in the public interest, if the corporation is a public benefit corporation; and (iii) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.

NOTES: W.S.1977 § 17-19-1430